1.1This organization
shall be known as the MIT Association of Japan (“MIT-J” or the “Association”).

1.2The Principal Office
of the Association shall be in the area of Tokyo.The Association will hold its meetings
and conduct its activities in Japan
or elsewhere as its Board of Directors may select.

1.3The Territorial
Limits of this association shall be coincidental with the Japan area as defined
by the MIT Alumni Association (MITAA) in Cambridge, Massachusetts and the Alumnae
of MIT, and may be adjusted from time to time by said Association.

ARTICLE II.NATURE, OBJECTS & PURPOSES

2.1The MIT
Association of Japan shall be a nonprofit, educational organization, and no
parts of its funds or property shall ever be used, expended or conveyed for the
personal or individual benefit of any member; nor shall any member ever have
any right, title, claim, or interest to any such funds or property by virtue of
his/her membership.

2.2The
purposes for which the Association is organized are to:

2.2.1Develop and
sponsor activities for the alumni and alumnae of the Massachusetts Institute of
Technology who work or reside in the MIT-J area.

2.2.2Offer stimulating
programs and activities to MIT alumni/ae, their
families, friends, parents of students and others.

2.2.4Encourage alumni/ae in financial support of MIT, broad participation in
alumni/aeactivities, and
alumni/ae involvement in MIT related volunteer
activities.

2.2.5Cooperate with the
Massachusetts Institute of Technology in recruiting students and promoting its
reputation.

ARTICLE III.DUES & MEMBERSHIP

3.1Membership
shall be restricted to alumni/ae, parents of current
students, spouses of deceased alumni/ae, visiting
scholars/ researchers, those people who have been enrolled in short programs at
MIT, and designated affiliates of MIT.

3.2Members of
the MIT Association of Japan are those people who work or reside within the
territorial limits of the Association and who have applied for membership and
had their application approved.There are two types of membership: Regular and Associate.A regular member shall pay an annual
membership due of three thousand yen.An associate member does not pay a membership due.

3.3A regular
member of the Association can receive any notice, announcement, publication
etc., of the Association, and may attend any event or gathering at a discount
rate, and browse ALL sections of the Association’s website including regular
member only pages such as access to the "members-only communication site".An associate member will be notiied when regular general meetings are called but shall
not have a vote at said meetings, and may attend any event or gathering at the
same amount as guest fee and browse the more limited section of the
Association’s website .

3.4Any
member may resign his/her membership by so notifying the President in writing
or electronic writing, but will be expected to make all contributions due prior
to such resignation.Whole or pro
rata rebates of dues shall not be given in the cases of such resignations or
removal.

ARTICLE IV.GENERAL MEETING

4.1The
regular general meeting of the members of the Association shall be convened
within two months from the day following the day of settlement of accounts for
each fiscal year, and extraordinary general meeting shall be convened at such
times as deemed necessary by the Board of Directors.

4.2The
President shall convene and preside the meeting and in case the President is
prevented from convening or presiding, the Vice President or one of the
directors shall convene or preside in accordance with the order fixed by the
Board of Directors.

4.3Each
regular member shall have one vote.The resolution of the general meeting shall be adopted by a majority of
vote of the members present, provided that the number of attendants is not less
than thirty.No member shall vote
by mail.

ARTICLE V.OFFICERS

5.1Officers shall
include the Board of Directors and Auditors.

5.2The business,
property, and affairs of the Association shall be managed and controlled by the
Board of Directors.

5.3The Board of
Directors shall consist of up to twenty members, and two Auditors shall be
appointed.

5.4The Board of
Directors shall consist of at least the President, President Elect, Director of
Programs, Director of Communications, Director of Membership and, if
appropriate, Secretary and Treasurer.

5.5The Board of
Directors shall meet at such times and places as designated by the
President.Seven members of the
Committee shall make a quorum for transaction of business at any meeting.Decisions shall be made by a majority of
those present.

5.6Any member of the
Board of Directors may be removed by majority vote of the entire Board of
Directors when in their judgment the best interests of the Association would be
served thereby.

5.7Any member of the
Board of Directors may resign his/her position by submitting a written
resignation to the President of the Association.Such resignation shall be effective as
of the date received by the President of the Association, and shall immediately
terminate his/her membership on the Board of Directors.

ARTICLE VI.DUTIES OF DIRECTORS AND AUDITORS

6.1The President shall
preside over all meetings, select all committees, ,
and shall have such further duties as ordinarily pertain to the office of the
President, including but not limited to:

6.1.1Providing an
agenda for the meetings;

6.1.2Acting as official
liaison with the Alumni/ae Association;

6.1.3Appointing new
Board Directors and Auditors if needed to fill a vacancy resulting from the
resignation or removal of a member;

6.1.4Except as
otherwise provided by the Board of Directors, he/she shall, with the Treasurer,
sign all written contracts and other instruments made or entered into by or on
behalf of the Association that have been approved by the Board of Directors.

6.2The President-Elect shall preside
and take over the duties of the President in his/her absence.

6.3The Directorof Programs shall work closely with the Director of
Communications, the Director of Membership, and the Treasurer in planning
advertising and funding requirements for programs.He/she shall be in charge of all
programs presented and shall have the power to create and supervise the work of
a Program Committee, a standing committee of the Association.He/she may also create sub-committees as
needed.

6.4The Director of
Communications shall recommend communications strategy, and shall be
responsible for maintaining contacts and exchanging information with other area
alumni/ae groups.He/she shall work closely with the Director
of Programs, the Director of Membership, and the Treasurer in planning
advertising and funding requirements for communications efforts.In addition, he/she shall have the power
to create and supervise the work of a Communications Committee, a standing
committee of the Association.

6.5The Directorof Membership shall recommend membership strategy,
and shall be responsible for maintaining contacts and exchanging information
with other area alumni/ae groups.He/she shall work closely with the Direcor of Programs, the Directorof
Communications, and the Treasurer in planning advertising and funding
requirements for membership.In
addition, he/she shall have the power to create and supervise the work of a
Membership Committee, a standing committee of the Association.

6.6The Secretary shall
keep the records of the Association and shall record all meetings of the Board
of Directors, including attendance, and actions of the Association.

6.7The Treasurer shall
collect all contributions, keep the books and accounts of the Association and
shall have custody of all funds of the Association; render periodic reports of
the financial condition of the Association as directed by the President; attend
to the payment of bills and obligations; and shall have such further duties as
ordinarily pertain to the office of Treasurer.All funds of the Association shall be
deposited in the account of the MIT Association of Japan in a bank designated
by the Board of Directors. In addition, he/she shall have the power to create
and supervise the work of a Finance Committee, a standing committee of the
Association.

6.8The Auditors shall
audit the state of the Association’s finance; audit the execution by the Board
Directors of their functions; and report to the Board of Directors any
suspicion of irregularities they discover in the state of the Association’s
finance or the execution by the Board Directors of their functions.

ARTICLE VII.NOMINATION & ELECTION OF BOARD OF DIRECTORS AND
AUDITORS

7.1The Board of
Directors and Auditors shall be nominated by the President in consultation with
the previous year’s Board of Directors and elected at the annual general
meeting.The term of office for
each Board Director shall be for two years, except in the event that a one-year
extension is approved at the annual general meeting.The term of office for each Auditor
shall be for two years.

ARTICLE VIII.BOARD OF TRUSTEES AND SENIOR ADVISORS

8.1Trustees shall be
appointed by the President after the approval by the Board of Directors.The term of office for each of the
Trustees shall be for two years.The Board of Directors may dismiss a Trustee by the resolution adopted
with three-fourths or more of the votes of all Directors in case of special
circumstances or if such Trustee has behaved in a manner unworthy of his/her
office.

8.2The Board of
Trustees shall consist of distinguished alumni/ae or
friends of MIT in the Association area who have shown a commitment to the
Institute.

8.3Its purpose will be
to supply advice to the Board of Directors regarding Association activities,
and to provide contacts that will enable the Association to effectively utilize
the resources of local institutions.

8.4Among Trustees,
Senior Advisors shall be appointed by the President for the purpose that Senior
Advisors shall support the Board of Directors regarding the arrangement of any
specific Association Activities.

8.4The Board of
Trustees shall be comprised of not less than five members.

ARTICLE IX.AMENDMENT OF THE ARTICLES & BYLAWS,
AND DISSOLUTION OF THE ASSOCIATION

9.1The power to alter, amend, or restate the Bylaws shall be vested in the Board of
Directors.Such action may be taken
by vote of the majority of a duly constituted quorum of the Board Directors
present at any regular or special meeting.

9.2Notice of intent to
alter, amend, or restate the Bylaws must be given by the Board of Directors to
the dues paying membership at least two weeks prior to any vote by the Board of
Directors regarding such alternation, amendment, or restating.Such notice shall also state the date,
time, and location of the Board of Directors meeting at which such matters will
be discussed and voted upon.

9.3The Association may
not be dissolved without the consent at a Board of Directors meeting of
four-fifths or more of all members of the Board of Directors and the approval
at the general meeting.

9.4With the consent at
a Board of Directors meeting of two-thirds or more of all members of the Board
of Directors the residual assets of the Association at the time of its
dissolution shall be donated to organizations with objectives similar to those
of the Association.

ARTICLE X.REVENUES

10.1The dues rate shall
be set from time to time by the Board of Directors.

10.2The annual dues
membership in the Association shall begin on the first day of January and end
on the last day of December in the same year.Any dues paid shall apply only to the
specified term.

ARTICLE XI.MISCELLANEOUS

11.1These Articles of Association shall take effect upon approval by the resolution
of the general meeting to be held in January 2001 pursuant to the provisions of
the foregoing Section 4.1 through 4.3.

11.2No
member nor officer of the Association
shall be personally liable on any contract entered into by the Association or
because of any act or thing done or omitted to be done on behalf of or in the
name of the Association.

11.3The branch of the Association may be set up by the resolution of the Board of
Directors.

11.4For its operation and maintenance, the Association may receive or collect
contribution from its members pursuant to the resolution by the Board of
Directors.

These Bylaws have been authorized at Annual General Meeting of the MIT
Association of Japan on January 14, 2009, and amended as of the Board Meeting
of the MIT Association of Japan held on March 13, 2012.